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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Incentive Stock Option (right to buy) | $ 1 | 12/11/2018 | D | 264,016 | (2) | 02/12/2025 | Common Stock | 264,016 | (2) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 1 | 12/11/2018 | D | 235,984 | (3) | 02/12/2025 | Common Stock | 235,984 | (3) | 0 | D | ||||
Restricted Stock Units | $ 0 | 12/11/2018 | D | 40,000 | (4) | (5) | Common Stock | 40,000 | (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bronson Brian 5435 NE DAWSON CREEK DRIVE HILLSBORO, OR 97124 |
X | CEO & President |
By: Jonathan Wilson, Attorney-In-Fact For: Brian Bronson | 12/11/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the Agreement and Plan of Merger, dated June 29, 2018, by and among Radisys Corporation, Reliance Industries Limited and Integrated Cloud Orchestration (ICO), Inc., an Oregon corporation and wholly owned subsidiary of Reliance Industries Limited (the "Merger Agreement" and the transactions contemplated therein, the "Merger"), which became effective on December 11, 2018 (the "Effective Time"), the shares of common stock were canceled and converted into the right to receive a cash payment of $1.72 per share. |
(2) | Pursuant to the terms of the Merger Agreement, these options were canceled at the Effective Time of the Merger in exchange for the right to receive a cash payment of $190,091.52, representing the difference between the merger consideration of $1.72 per share and the exercise price of the option, less withholding taxes. |
(3) | Pursuant to the terms of the Merger Agreement, these options were canceled at the Effective Time of the Merger in exchange for the right to receive a cash payment of $169,908.48, representing the difference between the merger consideration of $1.72 per share and the exercise price of the option, less withholding taxes |
(4) | Pursuant to the terms of the Merger Agreement, these restricted stock units were canceled at the Effective Time of the Merger in exchange for the right to receive a cash payment of $1.72 per share. |
(5) | N/A |